Trebia Acquisition Corp.

The going-concern explanatory paragraph is the fact that matters: a de-SPAC successor whose auditor flagged substantial doubt is dependent on refinancing or asset sales, and equity sits last in that queue. For TREB holders there is no trust to fall back on, so the downside is not a floor but zero. Everything else on the ballot is routine, which is exactly why the auditor disclosure buried in the ratification proposal is the item to read.

Stock appreciation rights pay out the increase in share value without issuing shares up front, so the plan's cost lands later and depends on performance — the company presents it with provisions designed to limit dilution and cites its historical equity metrics. Retention has been uneven: Mr. Phillips forfeited an award scheduled to vest in full on January 27, 2024 when his service ended on November 30, 2023 with the sale of Protected, while Mr. Kidambi's identical award vested.

Every one of the 64,530,520 shares is Trebia's own capital changing form in the domestication: 51,750,000 for the Class A ordinary shares, 10,037,500 for the Class B ordinary shares and 2,743,020 for fully-vested Value Creation Units. Nothing here is registered for the sellers, whose consideration of $1,130,000,000 is stated as approximately $462,500,000 of cash and approximately $667,500,000 in stock, RSUs and retained S1 Holdco Class B units. The trust held approximately $517.5 million at September 30, 2021; the record date is November 22, 2021.

None of the registered common stock is consideration to a target: footnote (1) builds the 64,530,520 shares out of Trebia's own capital converting one-for-one in the Domestication: 51,750,000 for Class A ordinary shares, 10,037,500 for Class B ordinary shares and 2,743,020 for Fully-Vested Value Creation Units. The registered warrants are likewise Trebia's own public warrants re-issued one-for-one, so anything read off this fee table as deal size is the SPAC measuring itself. The fee was previously paid with Trebia's Form PREM14A filed September 16, 2021 (accession 0001193125-21-274313).

None of the 64,530,520 registered shares is consideration paid to the target. The footnote states they are the shares issued pursuant to the Domestication: 51,750,000 exchanged one-for-one for Trebia Class A ordinary shares, 10,037,500 for Class B ordinary shares, and 2,743,020 issued in exchange for Fully-Vested Value Creation Units. The $641,433,368.80 aggregate is Trebia's own capital re-registering by operation of law, priced at the October 28, 2021 high-low average on the NYSE. The fee is stated as previously paid with Trebia's Form PREM14A filed on September 16, 2021.

The sellers absorb redemptions rather than the deal breaking: aggregate consideration is $1,130,000,000, split roughly $462,500,000 in cash and $667,500,000 in stock, retained S1 Holdco Class B Units and RSUs, and if the value of redemptions exceeds $417,500,000 the equityholders have agreed to cut the cash and raise the equity in direct proportion — the Seller Backstop Amount. Above $462,500,000 of redemptions they may elect to do so again at their sole discretion, so heavy redemption shifts the sellers from cash to paper.

What changed: 8-K of System1. Item 5.07 (submission of matters to a vote): at the July 22, 2026 virtual annual meeting, holders of 7,900,179 common shares, about 79.01% of shares outstanding on the June 18, 2026 record date, were present or represented. The Share Issuance Proposal, approving issuance of the Series A Cumulative Convertible Preferred Stock for NYSE purposes, passed 6,714,340 for, 21,108 against, 1,765 abstaining with 1,162,966 broker non-votes; three Class I directors were elected; and Deloitte and Touche LLP was ratified 7,878,446 to 4,489. Why it matters: Item 8.01 states the debt exchange and settlement transaction with the participating lenders closed on July 23, 2026 on the strength of that vote, issuing the Preferred Shares to the lenders and entering the Priority Credit Agreement. Item 5.03 designates 39,250 Preferred Shares at an initial stated value of $1,022.05, being $1,000 plus dividends deemed accrued from April 1, 2026 to closing, and Item 5.02 records that the preferred holders used their right to designate a director, electing Robert Sharp, which they keep while at least 19,625 preferred shares remain outstanding.

What changed: System1, Inc. (successor to SPAC Trebia Acquisition Corp) called its annual meeting for Wednesday, July 22, 2026 at 11:00 a.m. Pacific Time at virtualshareholdermeeting.com/SST2026, record date June 18, 2026, with Class A and Class C common stock voting. Proposal 1 asks holders to approve, for purposes of the NYSE listing rules, the issuance of Preferred Shares. The preferred matures on January 14, 2031, when the company must redeem all outstanding Preferred Shares for cash at the then-applicable liquidation value, subject to conversion rights. Three Class I directors also stand for election. Why it matters: The preferred issuance is a senior claim ahead of common: distributions to common stock and other junior equity are blocked until the preferred is served, and the January 14, 2031 mandatory cash redemption at liquidation value creates a fixed future cash obligation the company must fund or refinance. Holders' conversion rights mean the alternative outcome is share issuance and dilution to common. The NYSE vote is required because the issuance is large enough to shift control or exceed the 20% threshold, so either path costs existing equity.

What changed: System1, Inc. filed a preliminary proxy for its annual meeting of stockholders on Wednesday, July 22, 2026 at 11:00 a.m. Pacific Time, held entirely virtually, with a June 18, 2026 record date. Proposal 1 asks holders to approve, for purposes of complying with NYSE listing rules, the issuance of 39,250 shares of Series A Cumulative Convertible Preferred Stock with an aggregate initial stated value of $39.25 million. Proposal 2 is the election of three Class I directors and Proposal 3 the ratification of Deloitte & Touche LLP for the fiscal year ending December 31, 2026. Why it matters: The preferred issuance is one leg of the May 29, 2026 Exchange Agreement with all existing term and revolving lenders, under which their loans and commitments are deemed repaid in full and terminated in exchange for a new $150.0 million priority term loan, the 39,250 preferred shares, and a one-time cash payment of $31,379,300.18. At the initial conversion price of $10.40 the preferred converts into 3,775,000 Class A shares, roughly 37.8% of common outstanding at the record date, which is what trips the NYSE 20% threshold. Closing the transaction is conditioned on this approval.